**Exhibit      2**

**SALE,      PURCHASE AND LEASE AGREEMENT**

| 1      | **Company;                Sources of Funds**Company                is an exploratory stage mining company.                         |
|--------|------------------------------------------------------------------------------------------------------------------------------------|
|   | It                was incorporated in 1986, but has never earned any revenue from its                operations.                   |
|   | Its                only source of funds has been from the sale of its stock to investors,                and                it has |
|   | had                periodic sales in public offerings and private placements over the                years.                        |
|   |                                                                                                                               |
| 2      | **Buyer;                Prior Investments**Buyer                is the president and chief executive officer of                    |
|   | Company.                He is also acting chief financial officer and a director; he owns                approxi-                  |
|   | mately                61 percent of its outstanding common stock. Since July 2004, Buyer                has                        |
|   | provided                100 percent of the funds Company has received from all sources; in                that                     |
|   | period,                he has invested $418,200 in exchange for shares of stock.                                                   |
|   |                                                                                                                               |
| 3      | **Offer                to Purchase and Leaseback**Buyer                offered to provide funds to Company                         |
|   | by                means of a purchase from Company and leaseback to Company of all                Company's                        |
|   | Equipment                at its Amargosa facility. The purchase price for the Equipment                would                       |
|   | be                $50,000.00, and it would be leased back at $1.00 per month, for a                period                of        |
|   | approximately                20 months.                                                                                            |
|   |                                                                                                                               |
| 4      | **Equipment**The                Equipment subject to this transaction consists of all the                mining                    |
|   | equipment,                material processing equipment, and related items owned by                Company                         |
|   | located                at its facility at 1055 Cottonwood Lane, Amargosa Valley, CA 89020,                as                of     |
|   | July                31, 2006, except the large Lyden dryer purchased by Paul Kaser for                the                Com-      |
|   | pany.                A list of the Equipment is attached to this Agreement, but may not                be                defini-   |
|   | tive                (a few smaller items may have been omitted or may be included but                no                longer      |
|   | in                the possession of the Company). In this section and throughout the                Agreement,                     |
|   | "mining"                includes exploratory and testing activities.                                                               |
|   |                                                                                                                               |
| 5      | **Term                of Lease**                The lease will commence at the closing (but not later                than          |
|   | August                31, 2006), and will continue until March 31, 2008 ("Expiration Date"),                at                     |
|   | which                time it will terminate. (This is the same date as the date on which                the                lease   |
|   | of                the premises at that location from Buyer to Company                expires.)                                     |
|   |                                                                                                                               |
| 6      | **Payment                of Sale Price; Rental**                The full price of $50,000.00 is payable in full                    |
|   |                                                                                                                               |

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| Payment                Date                    | Amount     | Period                                 |
|------------------------------------------------|------------|----------------------------------------|
| -----------------                              | ---------- | -------------                          |
| Aug                1, 2006*                    | $3.00      | Aug,                Sep, Oct 2006      |
| Nov                1, 2006                     | 3.00       | Nov,                Dec 2006; Jan 2007 |
| Feb                1, 2007                     | 3.00       | Feb,                Mar, Apr 2007      |
|                                           |       |                                   |
| May                1, 2007                     | 3.00       | May,                Jun, Jul 2007      |
| Aug                1, 2007                     | 3.00       | Aug,                Sep, Oct 2007      |
| Nov                1, 2007                     | 3.00       | Nov,                Dec 2007; Jan 2008 |
|                                           |       |                                   |
| Feb                1, 2008                     | 2.00       | Feb,                Mar 2008           |
|                                           |
| *                or the closing date, if later |

| 7                                  | **Initial                Payment on Purchase**Purchase                On July 17, 2006, Buyer provided funds                        |
|------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------|
|                               | of                $20,000.00 to the company, and requested that the funds be recorded                as an                advance,  |
|                               | to                be treated as a partial payment toward the contemplated purchase                of                Company's       |
|                               | equipment                located at its facility in Amargosa Valley. This amount will be credited                                   |
|                               | to                Buyer at closing.                                                                                                 |
|                               |                                                                                                                                |
| 8                                  | **Purchase                "As Is"**Buyer                purchases the Equipment "as is." Company makes no                           |
|                               | guarantee                or warranty of any kind with respect to the condition of any item                of                the     |
|                               | Equipment                at the time of purchase or as to its suitability for any purpose.                Company                   |
|                               | makes                no guarantee or warranty that any item of Equipment (i) will perform                as                         |
|                               | designed                or intended, or (ii) will last for any period of time, including                the                duration |
|                               | of                the lease. If any time of Equipment fails to perform or ceases to                perform                as Com-   |
|                               | pany                deems necessary for the intended and efficient use of the facility,                Buyer/Lessor                 |
|                               | shall                not have any obligation to repair or replace it. Company shall have                the                right to |
|                               | repair                any such item of Equipment at its own expense, but no such repair                shall                give    |
|                               | Company                any greater right with respect to the item that it had prior to the                repair, that is,          |
|                               | it                shall not acquire any ownership interest in the item.                                                             |
|                               |                                                                                                                                |
| 9                                  | **New                Equipment**Company                has the right to acquire any other item or items of new                      |
|                               |                                                                                                                                |
| SP&LA                -- PAGE 3 |

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| 10     | **Maintenance**                Company shall provide all normal maintenance on the Equipment                for                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------|
|   | the                duration of the Lease                                                                                         |
|   |                                                                                                                             |
| 11     | **Property                Taxes**                Company shall be responsible for all personal property taxes                im- |
|   | posed                on the Equipment for the duration of the Lease.                                                             |
|   |                                                                                                                             |
| 12     | **Casualty                and Liability Insurance**                Company shall be responsible for providing casu-              |
|   | alty                and liability insurance on the property as is customary in the                industry                       |
|   |                                                                                                                             |
| 13     | **Applicable                Law**                All the Equipment covered by thie Agreement is located and                will  |
|   | remain                in the State of Nevada, and the Agreement will be governed in all                respects                  |
|   | by                the Law of Nevada.                                                                                             |

**In      witness whereof**

| Father                Gregory Ofiesh          |   | Franklin                Lake Resources Inc. |
|-----------------------------------------------|--------|---------------------------------------------|
|                                          |   |                                        |
|                                          |   |                                        |
| __*/s/                Father Gregory Ofiesh*_ | By     | /*s/                Peter Boyle*            |
|                                          |   | Peter                Boyle                  |
|                                          | Its    | _Secretary______________                    |
|                                          |   |                                        |